The Agency's quotations, deliveries and services shall be exclusively governed by the following terms and conditions. General terms and conditions of the customer shall become part of the contract only if accepted in writing by the Agency. Acceptance of the Agency's work shall be considered as acceptance of these General Terms and Conditions and override any conditions of purchase of the customer.
2. Conclusion of Contract / Content of Contract
Our quotations are subject to change and not binding. The Agency's quotations referred to as “estimated costs" "cost outline" or "rough cost calculation" etc. are not binding. Fixed price quotations shall cease to apply after one month (unless indicated otherwise).
No contract is concluded before a written order confirmation has been issued.
If quotations are prepared on the basis of the information and documents provided by the customer, the Agency shall not be liable for the correctness and suitability of these documents, unless their incorrectness and unsuitability has not been recognised due to intent or gross negligence on the part of the Agency.
Quotations are only valid for undivided orders.
The Agency may perform its services in parts and invoice them separately.
All quotations are in Euro or in the currency stated. They are net, without VAT and without cash discounts. Discounts of any kind are excluded. Down-payments do not attract interest.
Unless otherwise agreed upon, third parties are contracted in the name and on behalf of the Agency. In such case, the Agency is under no obligation to produce invoices on the services performed by third parties or invoices of the persons contracted by it.
Services not stated in or excluded from the quotation performed upon the customer's request, or additional expenses caused by incorrect information from the customer, transport delays not due to the Agency’s fault or preparatory services not duly and properly performed by third parties other than vicarious agents of the Agency, including any additional services performed by the Agency, will be invoiced to the customer.
4. Terms of Payment
The Agency shall be entitled to invoice each individual service immediately after its performance.
Unless otherwise agreed upon, invoice amounts shall become due for payment immediately upon receipt of invoice; payments on account shall be made in accordance with the Agency's quotation.
Additional services/orders of the customer will be invoiced either in the final invoice or separately as additional expenses.
Default interest of 8% above the respective bank discount rate plus value-added tax are charged on all amounts outstanding as of the date on which they became due.
In the event of late payment, the Agency shall be entitled to withdraw from the contract and to claim damages for non-performance after having granted a grace period under warning of non-performance.
5. Transport / Packaging
Unless otherwise agreed upon, the articles (to be supplied) are always shipped at the cost and risk of the customer. Unless no specific instructions are given, the Agency will select, at its discretion, the mode of shipment of the goods without assuming any responsibility for specific packaging or the cheapest and fastest path to their destination. The Agency may, but is under no obligation, to take out transport insurance the cost of which shall be borne by the customer. The Agency shall be notified without delay of any transport damage. Any claims against the carrier shall be assigned to the customer upon request.
Items of the customer necessary for the Agency to perform its services must be delivered carriage paid to the location specified by the Agency at the time agreed. Such parts shall be returned carriage unpaid from the place of destination at the customer's risk.
The customer shall be responsible for the destruction of supplied materials during transport or the loss of supplied materials at the place of destination if such destruction or loss is not due to the Agency's fault.
6. Termination - Cancellation
If the customer terminates the contract 45 days prior to the beginning of the installation work or before, the Agency shall be entitled to charge a cancellation fee of 50% of the agreed agency fee and 100% of the third-party costs incurred until then (costs of the firms contracted by the Agency) to cover its expenses.
A later cancellation of the contract by the customer shall entitle the Agency to claim the entire amount of the contract.
The customer shall inspect the services provided by the Agency upon acceptance and serve a prompt notice of default in respect of any defects. If, despite careful inspection, a defect becomes apparent only later, the customer shall immediately notify the Agency of such defect. In any case, the Agency must have received notices of any defects not later than within 3 days after the end of the event.
The customer shall only be entitled to claim repair of a defect under warranty. The form of proper repair shall be left to the Agency's discretion, which may also opt for replacement at any time. The customer may demand cancellation of the contract or a reduction of the agreed price if at least two attempts to repair one and the same defect have failed.
If repair is excluded, because the time within which such repair can be carried out has expired (end of the event), the customer shall only be entitled to a price reduction. The Agency may refuse to remedy defects as long as the customer has not duly fulfilled its contractual obligations, in particular failed to duly meet its payment obligations. If a defect is notified too late or if the customer has failed to make reservations about known defects upon acceptance/handing over, all of the customer’s warranty claims shall lapse. The same shall apply if the customer has made alterations itself or has made it difficult for the Agency to identify the defects.
Claims for damages of the customer, including those arising from a violation of a duty to repair, shall be excluded, unless they are due to the Agency's gross negligence or intent.
8. Liability of the Agency
The Agency shall be liable for the timely and proper performance of its services only if the customer has duly met its contractual obligations.
The Agency assumes no liability for defective deliveries and/or services performed by third parties contracted on behalf of the customer, unless such defects are proven to be the result of an intentional or gross negligent violation by the Agency of its duty of care regarding the supervision of such third parties. The customer may require the Agency to assign its claims against any such third party to the customer.
Unless otherwise agreed upon, the Agency shall not be liable for items of the customer brought to the venue, unless the Agency has caused the damage or the destruction of the items by intent or gross negligence. Claims for compensation of damage of any kind, including damage not caused to the services themselves, such as claims arising from default, impossibility of performance, positive violation of a contractual obligation, culpa in contrahendo and tort shall be excluded, unless the Agency has caused such damage by intent or gross negligence. Liability for atypical (consequential) damage shall be excluded even if it is due to gross negligence on the part of the Agency. If the Agency is proven to have acted with gross negligence, its liability for damages shall be limited to the amount of the Agency's fee. The Agency's vicarious agents shall be subject to the same limitation of liability. Claims for damages under the Product Liability Act shall not be affected thereby.
9. Intellectual Property Rights
Unless expressly agreed otherwise, all industrial property rights, copyrights and rights related to copyright, trademark rights, neighbouring rights based on competition law and patent rights arising to the Agency or its employees or to third parties contracted by it, also on behalf of the customer, in connection with the services to be provided shall remain exclusively with the Agency. The assignment of rights of use and exploitation rights requires a written agreement and is only admissible for the specific event. Changes in concepts, drafts etc. may be performed only by the Agency or by persons expressly contracted by the Agency to do so.
The customer shall be entitled to use the concepts, drafts etc. of the Agency only for its own purposes, as stipulated in the contract. The circulation, in whole or in part, the publication, reproduction, imitation or other exploitation of documents requires the Agency's explicit prior consent. Artwork, working films and any media produced by the Agency or on its behalf shall remain the Agency's property even if they are invoiced to the customer.
As far as the performance of contracts based on information or documents provided by the customer is concerned, the customer warrants that no intellectual property rights of third parties will be infringed through the production and delivery of the services provided on the basis of such information and documents. The Agency is not obliged to examine whether or not the information or documents provided by the customer for the performance of a contract infringe or might infringe intellectual property rights of third parties. The customer shall hold the Agency immediately harmless against any claims for damages raised by third parties, pay all damages and expenses incurred by the Agency through the infringement of intellectual property rights and make advances, if requested.
The Agency shall be entitled to film the event and use the film and any background information about the project for documentation and self-promotional purposes. If the presented concepts, solutions and ideas are not used in accordance with the Agency's suggestions, the Agency shall be entitled to use the content and ideas for other purposes.
The parties undertake to be loyal to each other. They shall refrain for the term of this contract and for a period of 12 months following termination of the contract from soliciting and employing, also through third parties, employees of the other party involved in the performance of contracts. The party violating this clause shall pay a lump sum compensation in the amount of one annual salary of the employee concerned.
11. Keeping of Documents
The Agency shall keep documents concerning the contract for a period of 6 months. The presentation documents, drawings, sketches etc. the Agency has submitted to the customer shall be returned to the Agency upon request.
11. Set-off and Assignment
The customer may set off claims it might have against the Agency against claims of the Agency only if the customer's claims have been left undisputed or legally established by a court judgment.
The customer's rights under this contract may be assigned only with the Agency's prior consent.
12. Data Protection
The parties agree that personal data disclosed under their business relationships or in connection therewith, no matter whether they originated from the Agency or from third parties, will be processed in accordance with the Data Protection Act.
13. Place of Performance and Jurisdiction
Vienna, Innere Stadt, shall be the place of performance and jurisdiction for all disputes between the parties arising from this contractual relationship. This contract shall be governed by Austrian law.
fn 140182 a reg. in vienna
VAT ID: ATU 399 42 808